Minnesota’s diverse economy, from Minneapolis–Saint Paul’s corporate and healthcare base to farming and tourism up north, supports a large number of small businesses. Forming an LLC costs $155 online, and the yearly renewal is free. That last part is the trap: because there’s no fee, many owners forget it, and Minnesota administratively terminates LLCs that don’t renew.
What a Minnesota LLC costs
Table of Contents
| Item | Cost | When |
|---|---|---|
| Articles of Organization | $155 online or in person; $135 by mail | At formation |
| Annual renewal | Free | By December 31 each year, from the year after formation |
| Certificate of assumed name (if using a DBA) | State fee, plus newspaper publication | When registering |
| Reinstatement after termination | Fee | Only if you miss the renewal |
Step 1: Choose your LLC name
The name must include "limited liability company" or the abbreviation "LLC", and be distinguishable from other names on file with the Secretary of State. Search the state’s business filings, then check federal trademarks, domains and social handles with our business name checklist.
Step 2: Provide a registered office
Every Minnesota LLC must have a registered office, a physical Minnesota address where legal papers can be delivered. Naming a registered agent at that address is optional in Minnesota, but many owners use a commercial registered agent so a professional receives and tracks legal documents.
Step 3: File Articles of Organization
File Articles of Organization with the Minnesota Secretary of State online for $155, in person, or by mail for $135. You’ll include the LLC’s name, registered office address and the organizer’s name and signature. You can also name a registered agent. Online filings are generally processed quickly.
Step 4: Register an assumed name, if you use one
If your LLC will operate under any name other than its exact legal name, file a certificate of assumed name with the Secretary of State. Minnesota also requires you to publish the certificate in a qualified newspaper in the county of your principal place of business for two consecutive issues. Keep the newspaper’s affidavit of publication with your records. Assumed names must be renewed periodically.
Step 5: Create an operating agreement
Minnesota doesn’t require you to file an operating agreement, but every LLC should have one, covering ownership, management, profit sharing and what happens when members join or leave.
Step 6: Get an EIN and open a bank account
Apply for a free EIN from the IRS online, then open a business bank account using your filed Articles and EIN. See choosing a business bank account.
Step 7: Register for state taxes
Register with the Minnesota Department of Revenue through its e-Services system for:
- Sales and use tax, if you sell taxable goods or services. Minnesota’s state rate is 6.875%, with local taxes in many areas.
- Employer withholding, if you hire.
Employers also register for unemployment insurance with the state.
Step 8: File your annual renewal by December 31
Every Minnesota LLC files an annual renewal with the Secretary of State by December 31 each year, starting the calendar year after it’s formed. There’s no fee. The renewal confirms your LLC’s name, registered office and contact details.
If you don’t renew, the state administratively terminates the LLC. It can be reinstated, but you’ll pay a fee and lose good standing in the meantime, which can disrupt banking, contracts and licenses. Set a reminder for early December every year.
How a Minnesota LLC is taxed
By default, LLC profits pass through to the owners, who pay federal income tax, self-employment tax and Minnesota’s graduated personal income tax, which has one of the higher top rates in the country. Multi-member LLCs taxed as partnerships file a Minnesota partnership return. Minnesota also lets eligible pass-through entities elect to pay tax at the entity level. LLCs electing C corporation status pay Minnesota corporate franchise tax. Ask a tax professional which option suits you.
Hiring your first employee in Minnesota
Minnesota has some of the more extensive employment rules in the Midwest. Beyond the federal steps in our first employee guide, employers generally:
- Register for withholding with the Department of Revenue and for unemployment insurance.
- Carry workers’ compensation insurance, required in Minnesota once you have employees.
- Pay premiums for Minnesota Paid Leave, the state’s paid family and medical leave program, which began in 2026.
- Provide earned sick and safe time to employees.
- Report new hires to the state.
Your Minnesota LLC compliance calendar
| Deadline | Filing | Paid to |
|---|---|---|
| December 31 each year | Annual renewal (free) | Secretary of State |
| Monthly, quarterly or yearly | Sales and use tax returns | Department of Revenue |
| As assigned | Employer withholding, if you have employees | Department of Revenue |
| Quarterly | Unemployment insurance and Paid Leave premiums, if you have employees | State agencies |
| Periodically | Assumed name renewal | Secretary of State |
Example: state costs for your first two years
For a single-member LLC filing online, without an assumed name:
| Year 1 | Year 2 | |
|---|---|---|
| Articles of Organization | $155 | — |
| Annual renewal | — | $0 |
| State total | $155 | $0 |
Add an assumed name and its newspaper publication if needed, licenses and permits, and optional services such as a registered agent. Use our startup cost calculator to plan.
How to avoid termination: a simple routine
Because the renewal is free and only once a year, the best protection is a routine:
- Create an online account with the Secretary of State and link your LLC, so you can file the renewal in a few minutes.
- Put two reminders in your calendar: one on December 1 and one on December 15, every year.
- Keep your email and registered office current. The state sends renewal notices to the contact details on file.
- Check your status before applying for loans, signing leases or bidding on contracts. A terminated LLC can’t provide a certificate of good standing.
If your LLC was terminated, reinstate it promptly and check whether any licenses, bank accounts or contracts were affected.
Minnesota and the assumed name publication rule
Minnesota is one of a small number of states that require a trade name to be published in a newspaper. The aim is to make the people behind a business name easy to find. The cost depends on the newspaper, so ask for quotes from qualified papers in your county. If you plan to operate only under your LLC’s exact legal name, including "LLC", you don’t need an assumed name at all, which saves both the filing and the publication.
Minnesota rules for common types of business
Contractors. Residential building contractors and remodelers generally need a license from the state’s labor and industry department, and electricians and plumbers have their own licenses. See our home services industry profile.
Food businesses. Restaurants and food trucks are licensed by the state health department or local health agencies. Minnesota’s cottage food law lets registered producers sell certain home-made foods directly to consumers, within sales limits. See our cottage food business guide.
Childcare. Child care centers and family child care providers are licensed by the state. See our home daycare guide.
Minnesota compared with nearby states
| State | Filing fee | Yearly state filing |
|---|---|---|
| Minnesota | $155 online | Free annual renewal |
| Wisconsin | $130 online | $25 annual report |
| Iowa | Low filing fee | Biennial report |
| North Dakota | Moderate filing fee | Yearly report |
| South Dakota | Moderate filing fee | Yearly report |
See our Wisconsin guide if you work across the St. Croix.
Mistakes to avoid
- Forgetting the free annual renewal, which leads to termination.
- Using a trade name without a certificate of assumed name and newspaper publication.
- Underestimating payroll obligations, including Paid Leave premiums.
- Doing residential construction without a license.
- Mixing personal and business finances.
- Letting the contact email on file go stale, so renewal notices never arrive.
Frequently asked questions
Is the annual renewal really free? Yes. There’s no fee, but it’s mandatory, and missing it has real consequences.
When is my first annual renewal due? By December 31 of the year after your LLC is formed.
Do I need a registered agent? You need a registered office address in Minnesota; naming an agent is optional.
Can I reinstate a terminated LLC? Yes, by filing for reinstatement and paying the fee, but it’s simpler to renew on time.
Next steps
Read the Start a Business A–Z guide, see hiring your first employee, and plan with the break-even calculator.
This guide is general information, not legal or tax advice. Fees and rules change; check the Minnesota Secretary of State and Department of Revenue before you file.
Sources
- Inc Authority, LLC cost by state (2026)
- LLC University, LLC annual fees by state (2026)
- Minnesota Secretary of State, Business Services
- Minnesota Department of Revenue
Last reviewed October 18, 2026. Startup costs are estimates; check local prices, licensing and tax rules before you commit money.
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